TORONTO, Sept. 19,
2022 /CNW/ - Newtopia Inc. ("Newtopia" or the
"Company") (TSXV: NEWU) (OTCQB: NEWUF), a tech-enabled whole
health platform creating sustainable habits that prevent, slow, and
reverse chronic disease, today announced that on September 14, 2022, at the Company's annual and
special meeting of shareholders (the "Meeting"), that its
shareholders voted in favour of all matters put to
shareholders.
All annual matters that were put before shareholders at the
Meeting were approved. In addition, the adoption of an amended and
restated stock option plan (the "2022 Option Plan") was
approved by disinterested shareholders. At the Meeting,
shareholders also approved the adoption of an advance notice by-law
(the "Advance Notice By-law").
Pursuant to the 2022 Option Plan, 23,598,557 common shares of
the Company (20% of the issued and outstanding common shares of the
Company) are reserved for issuance. The 2022 Option Plan was
conditionally approved by the TSX Venture Exchange (the
"TSXV") on August 22, 2022,
subject to ratification by disinterested shareholders at the
Meeting.
The purpose of the Advance Notice By-law is to provide a clear
process for the shareholders, directors and management to follow
when nominating directors of the Company. Such a by-law will ensure
that shareholders receive adequate notice of director nominations
and sufficient information regarding all director nominees and to
allow shareholders to register an informed vote after having been
afforded reasonable time for appropriate deliberation. The Advance
Notice By-law, among other things, includes a provision that
requires advance notice to the Company in certain circumstances
where nominations of persons for election to the board of directors
are made by shareholders of the Company. This Advance Notice By-law
also sets a deadline by which director nominations must be
submitted to the Company prior to any annual general or special
meeting of the shareholders and also sets out the required
information that must be included in the notice to the Company.
No person will be eligible for election as a director of the
Company unless nominated in accordance with the Advance Notice
By-law. The Advance Notice By-law was conditionally approved by the
TSXV on August 19, 2022, subject to
ratification by shareholders at the Meeting.
For more information on the matters voted on at the Meeting,
including the Advance Notice By-Law and the 2022 Option Plan,
please see the Company's management information circular dated
August 12, 2022 filed on the
Company's profile on SEDAR at www.sedar.com.
About Newtopia
Newtopia is a personalized whole health platform helping
people create positive lifelong habits that prevent, slow, or
reverse chronic disease while reducing healthcare costs. The
platform leverages genetic, social and behavioral insights to
create individualized prevention programs with a focus on metabolic
disease, diabetes, mental health challenges, hypertension, weight
management and musculoskeletal disorders. With a person-centered
approach that combines virtual care, digital tools, connected
devices and actionable data science, Newtopia delivers sustainable
clinical and financial outcomes. Newtopia serves some of the
largest nationwide employers and health plans and is currently
listed in Canada on the Toronto
Stock Exchange (TSXV: NEWU) and is quoted in the US on the
OTCQB® Venture Market (OTCQB: NEWUF). To learn more,
visit newtopia.com,
LinkedIn or
Twitter.
Forward Looking Statements
This news release contains forward-looking information and
forward-looking statements, within the meaning of applicable
Canadian securities legislation, and forward looking statements,
within the meaning of applicable United
States securities legislation (collectively,
"forward-looking statements"), which reflects management's
expectations regarding Newtopia's future growth, results from
operations (including, without limitation, future production and
capital expenditures), performance (both operational and financial)
and business prospects and opportunities. Wherever possible, words
such as "predicts", "projects", "targets", "plans", "expects",
"does not expect", "budget", "scheduled", "estimates", "forecasts",
"anticipate" or "does not anticipate", "believe", "intend" and
similar expressions or statements that certain actions, events or
results "may", "could", "would", "might" or "will" be taken, occur
or be achieved, or the negative or grammatical variation thereof or
other variations thereof, or comparable terminology have been used
to identify forward-looking statements. All statements other than
statements of historical fact may be forward- looking information.
Such statements reflect Newtopia's current views and intentions
with respect to future events, based on information available to
Newtopia, and are subject to certain risks, uncertainties, and
assumptions. Material factors or assumptions were applied in
providing forward-looking information. While forward-looking
statements are based on data, assumptions and analyses that
Newtopia believes are reasonable under the circumstances, whether
actual results, performance or developments will meet Newtopia's
expectations and predictions depends on a number of risks and
uncertainties that could cause the actual results, performance and
financial condition of Newtopia to differ materially from its
expectations. Forward-looking statements are not a guarantee and
are based on a number of estimates and assumptions management
believes to be relevant and reasonable, whether actual results,
performance or developments will meet Newtopia's expectations and
predictions depends on a number of risks and uncertainties that
could cause the actual results, performance and financial condition
of Newtopia to differ materially from its expectations. Certain of
the "risk factors" that could cause actual results to differ
materially from Newtopia's forward-looking statements in this press
release include, without limitation: receipt of final TSXV approval
for the 2022 Option Plan and the Advance Notice By-law, the
termination of contracts by clients, risks related to COVID-19
including various recommendations, orders and measures of
governmental authorities to try to limit the pandemic, including
travel restrictions, border closures, non-essential business
closures, quarantines, self-isolations, shelters- in-place and
social distancing, disruptions to markets, economic activity,
financing, supply chains and sales channels, and a
deterioration of general economic conditions including a possible
national or global recession; and other general economic, market
and business conditions and factors, including the risk factors
discussed or referred to in Newtopia's disclosure documents, filed
with the securities regulatory authorities in certain provinces of
Canada and available at
www.sedar.com including Newtopia's final long form prospectus dated
March 30, 2020.
Should any factor affect Newtopia's in an unexpected manner, or
should assumptions underlying the forward- looking information
prove incorrect, the actual results or events may differ materially
from the results or events predicted. Any such forward-looking
information is expressly qualified in its entirety by this
cautionary statement. Moreover,
Newtopia does not assume responsibility for the accuracy
or completeness of such forward-looking information. The
forward-looking information included in this press release is
made as of the date of this press release, and Newtopia undertakes
no obligation to publicly update or revise
any forward-looking information, other than as
required by applicable law.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
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SOURCE Newtopia Inc.